Posted on Monday, June 13, 2022

XBRL US submitted a comment letter in response to the SEC proposal on Special Purpose Acquisition Companies, Shell Companies, and Projections. Our letter supported the Commission’s proposal to require SPACs to tag disclosures as called for in Subpart 1600 of Regulation S-K in Inline XBRL. Disclosures to be required include additional information about the sponsor of the SPAC, potential conflicts of interest, and dilution; additional disclosures on de-SPAC transactions, disclosures on the prospectus cover page and in the prospectus summary of registration statements filed in connection with SPAC initial public offerings and de-SPAC transactions.

The proposal includes tagging requirements for disclosures in SPAC IPO registration statements which would accelerate the tagging obligations (and related compliance burdens) of SPACs compared to those of other filers. In the XBRL US letter, we urged the Commission to be sure to provide detailed technical guidance on tagging, sample instance documents, advance draft copies of the taxonomy to be used, and an EDGAR beta test environment with early testing allowed 12-15 months prior to the first mandatory compliance date. These requirements are per the XBRL US Regulatory Modernization Working Group guidelines to ensure smooth, efficient transitions to new reporting requirements.

Read the XBRL US letter: XBRL US Comment on Special Purpose Acquisition Companies, Shell Companies, and Projections, File No. S7-13-22

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